Nokia Board of Directors convenes Annual General Meeting 2013

Nokia Board of Directors convenes Annual General Meeting 2013
ESPOO, FINLAND -- (Marketwire) -- 01/24/13 -- No dividend proposed
for 2012
Nokia Corporation
Stock Exchange Release
January 24, 2013 at 13.15 (CET +1)
Espoo, Finland - Nokia announced today that its Board of Directors
has resolved
to convene the Annual General Meeting on May 7, 2013 and
that the Board and its
Committees submit the below proposals to the
Annual General Meeting.
- Proposal not to pay dividend
- Proposals on the Board composition and remuneration
- Proposals to authorize the Board to repurchase and issue shares
- Proposals on the re-election of the external auditor and
remuneration
Proposal on the payment of dividend
The Board proposes to the Annual General Meeting that no dividend be
paid for
the fiscal year 2012.
Nokia Group 2012 reported net profit was negative EUR 3.1 billion and
Nokia Group net cash position decreased from EUR 5.6 billion at the
end of 2011 to EUR 4.4 billion at the end of 2012. In addition, Nokia
Corporation's results for
fiscal year 2012 were negative.
To ensure strategic flexibility, the Board proposes that no dividend
payment
will be made for 2012. Nokia's fourth quarter 2012 financial
performance combined with this dividend proposal further solidifies
the company's strong
liquidity position.
Proposals on Board composition and remuneration
Dame Marjorie Scardino and Ms Isabel Marey-Semper have informed that
they will
no longer be available for re-election to the Nokia Board of
Directors after the Annual General Meeting. Dame Marjorie Scardino has
been a Nokia Board member
since 2001 and Ms Isabel Marey-Semper since
2009.
The Board's Corporate Governance and Nomination Committee proposes to
the Annual
General Meeting that the number of Board members be ten
(10) and that the following current Nokia Board members be re-elected
as members of the Nokia Board of Directors for a term ending at the
Annual General Meeting in 2014: Bruce Brown, Stephen Elop, Henning
Kagermann, Jouko Karvinen, Helge Lund, Marten
Mickos, Elizabeth
Nelson, Risto Siilasmaa and Kari Stadigh.
In addition, the Committee proposes that Ms Elizabeth Doherty,
currently Chief
Financial Officer of Reckitt Benckiser Group plc, be
elected as a member of the
Nokia Board of Directors for the same
term.
Additional information about the Board member candidates will be
available in
the Committee proposal which will be published
simultaneously with the notice to the Annual General Meeting.
The Corporate Governance and Nomination Committee will propose in the
assembly
meeting of the new Board of Directors after the Annual
General Meeting on May
7, 2013 that Risto Siilasmaa be elected as
Chairman of the Board and Jouko Karvinen as Vice Chairman of the
Board, subject to their election to the Board
of Directors.
As to the Board remuneration, the Corporate Governance and Nomination
Committee
proposes that the annual fee payable to the Board members
elected at the Annual
General Meeting on May 7, 2013 for a term
ending at the Annual General Meeting
in 2014, remains at the same
level as during the past five years as follows: EUR 440 000 for the
Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for each
member, excluding the President and CEO of Nokia if re-elected to the
Nokia
Board; for the Chairman of the Audit Committee and the Chairman
of the Personnel
Committee an additional annual fee of EUR 25 000;
and for each member of the
Audit Committee an additional annual fee
of EUR 10 000. Further, the Corporate
Governance and Nomination
Committee proposes that, as in the past, approximately
40% of the
remuneration be paid in Nokia Corporation shares purchased from
the
market, which shares shall be retained until the end of the Board
membership in line with the Nokia policy (except for those shares
needed to offset any costs
relating to the acquisition of the shares,
including taxes).
Proposal to authorize the Board to repurchase shares
The Board proposes that the Annual General Meeting authorize the
Board to resolve to repurchase a maximum of 370 million Nokia shares.
The proposed amount
of shares represents less than 10% of all the
shares of the Company. The shares
may be repurchased in order to
develop the capital structure of the Company,
finance or carry out
acquisitions or other arrangements, settle the Company's
equity-based
incentive plans, be transferred for other purposes, or be cancelled.
The shares may be repurchased either through a tender offer made
to
all shareholders on equal terms, or in marketplaces by
repurchasing the shares
in another proportion than that of the
current shareholders. The authorization
would be effective until June
30, 2014 and terminate the current authorization
granted by the
Annual General Meeting on May 3, 2012.
The repurchase authorization is proposed in order to maintain
flexibility, but
the Board has no current plans for repurchases during
2013.
Proposal to authorize the Board to issue shares
The Board also proposes that the Annual General Meeting authorize the
Board to
resolve to issue a maximum of 740 million shares through
issuance of shares or
special rights entitling to shares in one or
more issues. The Board proposes
that it may issue either new shares
or shares held by the Company. The Board
proposes that the
authorization may be used to develop the Company's capital
structure,
diversify the shareholder base, finance or carry out acquisitions or
other arrangements, settle the Company's equity-based incentive
plans, or for
other purposes resolved by the Board. The proposed
authorization includes the
right for the Board to resolve on all the
terms and conditions of the issuance
of shares and special rights
entitling to shares, including issuance in deviation from the
shareholders' pre-emptive rights. The authorization would be
effective until June 30, 2016 and terminate the current authorization
granted by the Annual General Meeting on May 6, 2010.
Proposals on election of external auditor and remuneration
In addition, the Board's Audit Committee proposes to the Annual
General Meeting
that PricewaterhouseCoopers Oy be re-elected as the
Company's auditor, and that
the auditor be reimbursed based on the
invoice and in compliance with the purchase policy approved by the
Audit Committee.
The notice to the Annual General Meeting and the complete proposals
by the Board and its Committees to the Annual General Meeting are
scheduled to be published on Nokia's website at www.nokia.com/agm on
or about January 30, 2013.
FORWARD-LOOKING STATEMENTS
It should be noted that Nokia and its business is exposed to various
risks and
uncertainties and certain statements herein that are not
historical facts are
forward-looking statements, including, without
limitation, those regarding: A)
the expected plans and benefits of
our partnership with Microsoft to bring together complementary assets
and expertise to form a global mobile ecosystem
for smartphones; B)
the timing and expected benefits of our strategies, including
expected operational and financial benefits and targets as well
as
changes in leadership and operational structure; C) the timing of
the deliveries
of our products and services; D) our ability to
innovate, develop, execute and
commercialize new technologies,
products and services; E) expectations regarding
market developments
and structural changes; F) expectations and targets regarding our
industry volumes, market share, prices, net sales a
nd margins of
our
products and services; G) expectations and targets regarding our
operational
priorities and results of operations; H) expectations and
targets regarding collaboration and partnering arrangements; I) the
outcome of pending and threatened litigation and regulatory
proceedings; J) expectations regarding the
successful completion of
restructurings, investments, acquisitions and divestments on a timely
basis and our ability to achieve the financial and operational
targets set in connection with any such restructurings,
investments,
acquisitions and divestments; and K) statements preceded
by "believe," "expect,"
"anticipate," "foresee," "target,"
"estimate," "designed," "aim", "plans," "intends," "will" or similar
expressions. These statements are based on management's best
assumptions and beliefs in light of the information
currently
available to it. Because they involve risks and
uncertainties, actual results
may differ materially from the results
that we currently expect. Factors, including risks and uncertainties,
that could cause these differences include,
but are not limited to:
1) our success in the smartphone market, including our
ability to
introduce and bring to market quantities of attractive,
competitively
priced Nokia products that operate on the Windows
Phone operating system that
are positively differentiated from our
competitors' products, both outside and
within the Windows Phone
ecosystem; 2) our ability to make Nokia products that
operate on the
Windows Phone operating system a competitive choice for consumers,
and together with Microsoft, our success in encouraging and
supporting a competitive and profitable global ecosystem for Windows
Phone products that achieves sufficient scale, value and
attractiveness to all market
participants; 3) reduced demand for, and
net sales of, Nokia Lumia products that
operate on the Windows Phone
7 operating system as a result of increasing availability of Nokia
Lumia products with the new Windows Phone 8 operating system; 4) the
expected continuing decline of sales of Symbian devices and
the
significantly diminishing viability of the Symbian smartphone
platform; 5) our
ability to produce attractive and competitive
devices in our Mobile Phones business unit including feature phones
and devices with more smartphone-like features such as full touch
devices, in a timely and cost efficient manner with differentiated
hardware, software, localized services and applications; 6)
our
ability to effectively and timely implement planned changes to
our operational
structure, including the planned restructuring
measures, and to successfully
complete the planned investments,
acquisitions and divestments in order to improve our operating model
and achieve targeted efficiencies and reductions in operating
expenses as well as our ability to accurately estimate the
related
restructuring charges and restructuring related cash
outflows; 7) our future
sales performance, among other factors, may
require us to recognize allowances
related to excess component
inventory, future purchase commitments and inventory
write-offs in
our Devices & Services business; 8) our ability to realize a
return
on our investment in next generation devices, platforms and user
experiences; 9) the intensity of competition in the various markets
where we do business and our ability to maintain or improve our market
position or respond
successfully to changes in the competitive
environment; 10) our ability to retain, motivate, develop and recruit
appropriately skilled employees; 11) the
success of our Location &
Commerce strategy, including our ability to establish
a successful
location-based platform, extend our location-based services
across
devices and operating systems, provide support for our Devices
& Services business and create new sources of revenue from our
location-based services and
commerce assets; 12) our actual
performance in the short-term and long-term could be materially
different from our forecasts, which could impact future estimates of
recoverable value of our reporting units and may result in impairment
charges; 13) our success in collaboration and partnering
arrangements
with third parties, including Microsoft; 14) our ability
to increase our speed
of innovation, product development and
execution to bring new innovative and
competitive mobile products and
location-based or other services to the market
in a timely manner;
15) our dependence on the development of the mobile and
communications industry, including location-based and other services
industries,
in numerous diverse markets, as well as on general
economic conditions globally
and regionally; 16) our ability to
protect numerous patented standardized or
proprietary technologies
from third-party infringement or actions to invalidate
the
intellectual property rights of these technologies and our ability to
maintain the existing sources of intellectual property related income
or establish new such sources; 17) our ability to maintain and
leverage our traditional strengths in the mobile product market if we
are unable to retain
the loyalty of our mobile operator and
distributor customers and consumers as a result of the implementation
of our strategies or other factors; 18) the success, financial
condition and performance of our suppliers, collaboration
partners
and customers; 19) our ability to manage efficiently our
manufacturing
and logistics, as well as to ensure the quality,
safety, security and timely
delivery of our products and services;
20) our ability to source sufficient amounts of fully functional
quality components, sub-assemblies, software and
services on a timely
basis without interruption and on favorable terms, particularly as we
ramp our new Lumia smartphone devices; 21) our ability to
manage our
inventory and timely adapt our supply to meet changing demands
for
our products, particularly as we ramp our new Lumia smartphone
devices; 22) any
actual or even alleged defects or other quality,
safety and security issues in
our products; 23) the impact of a
cybersecurity breach or other factors leading
to any actual or
alleged loss, improper disclosure or leakage of any personal or
consumer data collected by us or our partners or subcontractors, made
available
to us or stored in or through our products; 24) our ability
to successfully manage the pricing of our products and costs related
to our products and operations; 25) exchange rate fluctuations,
including, in particular, fluctuations between the euro, which is our
reporting currency, and the US dollar, the Japanese yen and the
Chinese yuan, as well as certain other currencies; 26) our ability to
protect the technologies, which we or others develop or that we
license, from claims that we have infringed third
parties'
intellectual property rights, as well as our unrestricted
use on commercially
acceptable terms of certain technologies in our
products and services; 27) the
impact of economic, political,
regulatory or other developments on our sales,
manufacturing
facilities and assets located in emerging market countries; 28)
the
impact of changes in government policies, trade policies, laws or
regulations where our assets are located and where we do business;
29) the potential complex tax issues and obligations we may incur to
pay additional taxes in the various jurisdictions in which we do
business and our actual or
anticipated performance, among other
factors, could result in allowances related
to deferred tax assets,
30) any disruption to information technology systems and networks
that our operations rely on, which may be for instance caused by
our
inability to successfully and smoothly implement our plans to
streamline our IT organization including the transfer of some
activities and employees to strategic partners; 31) unfavorable
outcome of litigations and regulatory proceedings; 32) allegations
of possible health risks from electromagnetic fields generated by
base stations and mobile products and lawsuits related to
them,
regardless of merit; 33) Nokia Siemens Networks ability to implement
its
new strategy and restructuring plan effectively and in a timely
manner to improve its overall competitiveness and profitability; 34)
Nokia Siemens Networks' success in the mobile broadband and services
market and Nokia Siemens
Networks' ability to effectively and
profitably adapt its business and operations in a timely manner to
the increasingly diverse service needs of its
customers; 35) Nokia
Siemens Networks' ability to maintain or improve its market
position
or respond successfully to changes in the competitive environment;
36)
Nokia Siemens Networks' liquidity and its ability to meet its
working capital
requirements; 37) Nokia Siemens Networks' ability to
timely introduce new competitive products, services, upgrades and
technologies; 38) Nokia Siemens
Networks' ability to execute
successfully its strategy for the acquired Motorola
Solutions
wireless network infrastructure assets; 39) developments under
large,
multi-year contracts or in relation to major customers in the
networks infrastructure and related services business; 40) the
management of our customer
financing exposure, particularly in the
networks infrastructure and related services business; 41) whether
ongoing or any additional governmental investigations into alleged
violations of law by some former employees of Siemens may involve and
affect the carrier-related assets and employees transferred by
Siemens to Nokia Siemens Networks; and 42) any impairment of Nokia
Siemens Networks customer relationships resulting from ongoing or any
additional governmental investigations involving the Siemens
carrier-related operations transferred to Nokia Siemens Networks, as
well as the risk factors specified on pages 13-47 of Nokia's annual
report on Form 20-F for the year ended December 31, 2011 under Item
3D. "Risk Factors." Other unknown or unpredictable factors or
underlying assumptions subsequently proving to be incorrect could
cause actual results to differ materially from those in the
forward-looking statements. Nokia does not undertake any obligation
to publicly
update or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to the
extent legally required.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants
that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: NOKIA via Thomson Reuters ONE
[HUG#1672912]
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Nokia
Communications
Tel. +358 7180 34900
Investor Relations Europe
Tel. +358 7180 34927
Investor Relations US
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www.nokia.com